Current Report Filing (8-k)
June 20 2023 - 6:00AM
Edgar (US Regulatory)
0000948320
false
0000948320
2023-06-15
2023-06-15
0000948320
LFMD:CommonStockParValue0.01PerShareMember
2023-06-15
2023-06-15
0000948320
LFMD:SeriesCumulativePerpetualPreferredStockParValue0.0001PerShareMember
2023-06-15
2023-06-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 15, 2023
LIFEMD,
INC.
(Exact
name of Registrant as specified in its charter)
Delaware |
|
001-39785 |
|
76-0238453 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
236
Fifth Avenue, Fourth Floor
New
York, NY 10001
(Address
of principal executive offices, including zip code)
(866)
351-5907
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any
of the following provisions:
☐ |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.01 per share |
|
LFMD |
|
The
Nasdaq Global Market |
Series
A Cumulative Perpetual Preferred Stock, par value $0.0001 per share |
|
LFMDP |
|
The
Nasdaq Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Long-Term
Incentive Awards
Effective
June 15, 2023, General Counsel and Chief Compliance Officer Eric Yecies entered into a Second
Amendment to his Employment Agreement with LifeMD, Inc. (the “Company”). In exchange for the cancellation of stock options
exercisable for 200,000 shares of the Company’s common stock, which were granted pursuant to his Employment Agreement, and 105,000
performance share units, which were granted pursuant to the First Amendment to his Employment Agreement, Mr. Yecies received the following
awards pursuant to the Second Amendment to his Employment Agreement: (i) 150,000 restricted shares of common stock, with 12,500 restricted
shares immediately vesting on the effective date of the Second Amendment; 37,500 restricted shares vesting on November 20, 2023; and
100,000 restricted shares vesting on January 1, 2024; (ii) 150,000 restricted shares of common stock vesting upon achievement of net
revenue and adjusted EBITDA margin milestones for the healthcare business over a four-year performance period; and (iii) 75,000 restricted
shares of common stock vesting based on personal performance over a two-year performance period.
Unvested
awards are forfeited in the event of a termination for “Cause,” as defined in the Employment Agreement. In the event of a
termination without “Cause” or for “Good Reason,” or in the event of a “Change of Control,” as defined
in the Employment Agreement, as amended, 100% of the awards vest immediately.
The
foregoing description of the long-term incentive awards does not purport to be complete and is qualified in its entirety by reference
to Mr. Yecies’s Employment Agreement and its First and Second Amendments, and the related Restricted Stock Award Agreement, which
are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01. Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Exhibit |
10.1 |
|
Employment Agreement dated November 6, 2020 between Eric Yecies and LifeMD, Inc. (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed November 25, 2020) |
10.2 |
|
First Amendment dated January 27, 2022 to the Employment Agreement between Eric Yecies and LifeMD, Inc. (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K filed February 2, 2022) |
10.3 |
|
Second Amendment dated June 15, 2023 to the Employment Agreement between Eric Yecies and LifeMD, Inc. |
10.4 |
|
Restricted Stock Award Agreement dated June 15, 2023 between Eric Yecies and LifeMD, Inc. |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
|
LIFEMD,
INC. |
|
|
|
|
Dated:
|
June
16, 2023 |
By:
|
/s/
Justin Schreiber |
|
|
|
Justin
Schreiber |
|
|
|
Chairman
and Chief Executive Officer |
Conversion Labs (NASDAQ:CVLB)
Historical Stock Chart
From Apr 2024 to May 2024
Conversion Labs (NASDAQ:CVLB)
Historical Stock Chart
From May 2023 to May 2024